- 693 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

Thomas Yeransian, in his capacity as the 

representative of certain contingent value 

rights under the Contingent Value Rights 

Agreement dated October 15, 2010, 

appellant, v. Willkie Farr & 

Gallagher LLP, appellee.

___ N.W.2d ___

Filed May 1, 2020. No. S-19-320.

1. Motions to Dismiss: Pleadings: Appeal and Error. A district court’s 

grant of a motion to dismiss on the pleadings is reviewed de novo, 

accepting the allegations in the complaint as true and drawing all reasonable inferences in favor of the nonmoving party.

2. Jurisdiction: Pleadings: Appeal and Error. An appellate court examines the question of whether the nonmoving party has established a 

prima facie case of personal jurisdiction de novo.

3. Evidence: Appeal and Error. Generally, the control of discovery is a 

matter for judicial discretion, and decisions regarding discovery will be 

upheld on appeal in the absence of an abuse of discretion.

4. Judgments: Words and Phrases. An abuse of discretion occurs when a 

trial court’s decision is based upon reasons that are untenable or unreasonable or if its action is clearly against justice or conscience, reason, 

and evidence.

5. Jurisdiction: Words and Phrases. Personal jurisdiction is the power of 

a tribunal to subject and bind a particular entity to its decisions.

6. Due Process: Jurisdiction: States. Before a court can exercise personal jurisdiction over a nonresident defendant, the court must determine, first, whether the long-arm statute is satisfied and, second, 

whether minimum contacts exist between the defendant and the forum 

state for personal jurisdiction over the defendant without offending 

due process.

7. Constitutional Law: Jurisdiction: States. Nebraska’s long-arm statute extends Nebraska’s jurisdiction over nonresidents having any 

Nebraska Supreme Court Online Library

www.nebraska.gov/apps-courts-epub/

07/10/2020 08:08 AM CDT
- 694 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

contact with or maintaining any relation to this state as far as the U.S. 

Constitution permits.

8. Jurisdiction: States: Legislature: Intent. It was the intention of the 

Legislature to provide for the broadest allowable jurisdiction over nonresidents under Nebraska’s long-arm statute.

9. Due Process: Jurisdiction: States. When a state construes its long-arm 

statute to confer jurisdiction to the fullest extent constitutionally permitted, the inquiry collapses into the single question of whether jurisdiction 

comports with due process.

10. Jurisdiction: States. To constitute sufficient minimum contacts, a 

defendant’s conduct and connection with the forum state must be such 

that he or she should reasonably anticipate being haled into court there.

11. Jurisdiction: States: Appeal and Error. In analyzing personal jurisdiction, an appellate court considers the quality and type of the defendant’s activities and determines whether the nonresident defendant’s 

actions create substantial connections with the forum state, resulting 

in the defendant’s purposeful availment of the forum state’s benefits 

and protections.

12. Jurisdiction: States. A court exercises two types of personal jurisdiction depending upon the facts and circumstances of the case: general 

personal jurisdiction or specific personal jurisdiction.

13. Jurisdiction. General personal jurisdiction arises where a defendant’s 

affiliations with a state are so continuous and systematic as to render the 

defendant essentially at home in the forum state.

14. Jurisdiction: Words and Phrases. Specific personal jurisdiction 

requires that a claim arise out of or relate to the defendant’s contacts 

with the forum.

15. Jurisdiction. A defendant need not be at home in the forum state to be 

subject to specific personal jurisdiction, but, rather, there must be an 

affiliation between the forum and the underlying controversy.

16. Jurisdiction: Words and Phrases. Specific personal jurisdiction is 

confined to adjudication of issues deriving from, or connected with, the 

very controversy that establishes jurisdiction.

17. Jurisdiction: Time. Specific personal jurisdiction is determined at the 

time a suit is commenced, and minimum contacts must exist either at 

the time the cause of action arose, at the time the suit was filed, or 

within a reasonable period of time immediately prior to the filing of 

the lawsuit.

18. Jurisdiction: Words and Phrases. For specific personal jurisdiction, 

there must be a substantial connection between the defendant’s contacts 

with the forum state and the operative facts of the litigation.

19. Jurisdiction: States: Contracts. While contractual agreements may be 

relevant to consideration of minimum contacts that support jurisdiction, 
- 695 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

the existence of a contract with a party in a forum state does not, in and 

of itself, provide the necessary contacts for personal jurisdiction.

20. ____: ____: ____. To determine whether a defendant’s contract supplies 

the contacts necessary for personal jurisdiction in a forum state, a court 

is to consider the parties’ prior negotiations and future contemplated 

consequences, along with the terms of the contract and the parties’ 

actual course of dealing.

21. ____: ____: ____. To determine whether a defendant’s contract supplies 

the contacts necessary for personal jurisdiction in a forum state, a court 

looks to whether the contracting party has created continuing relationships and obligations with citizens of another state.

Appeal from the District Court for Douglas County: Peter 

C. Bataillon, Judge. Affirmed.

James D. Sherrets, Diana J. Vogt, and James L. Schneider, of 

Sherrets, Bruno & Vogt, L.L.C., for appellant.

Steven D. Davidson, of Baird Holm, L.L.P., for appellee.

Heavican, C.J., Cassel, Stacy, Funke, Papik, and 

Freudenberg, JJ.

Funke, J.

Thomas Yeransian appeals the district court’s order dismissing his complaint against the law firm of Willkie Farr 

& Gallagher LLP (Willkie). Willkie had represented Aspen 

Holdings, Inc. (Aspen), in 2009 and 2010, when Aspen merged 

with and was acquired by Markel Corporation (Markel). 

Yeransian, as a representative of Aspen’s former shareholders, 

brought suit against Willkie to obtain the Aspen attorney-client 

file for the former shareholders’ dispute with Markel over payments from the merger. The district court found Willkie did not 

have the requisite minimal contacts with Nebraska for the court 

to have personal jurisdiction over it. Alternatively, the court 

found that Yeransian failed to present a claim upon which relief 

can be granted because Willkie had represented Aspen, and 

not its shareholders, and that Markel, as the surviving entity, 

was entitled to control of the file. Yeransian challenges both 

grounds. For the reasons set forth herein, we affirm.
- 696 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

BACKGROUND

Willkie is an international law firm with its principal place 

of business in New York, New York. Willkie does not have a 

Nebraska office.

In 2009 and 2010, Willkie represented Aspen, a Delaware 

corporation with its principal place of doing business in 

Nebraska, in Aspen’s merger with Markel, a Virginia corporation. At the time of the merger and now, some of Aspen’s 

shareholders reside in Nebraska. For the purpose of this representation, Willkie and Aspen entered into an engagement 

letter whereby Willkie stated that the client would be “Aspen 

Holdings, Inc.,” and explained that “[t]his engagement does not 

create an attorney-client relationship with any related persons 

or entities, such as parents, subsidiaries, affiliates, employees, 

officers, directors, shareholders or partners.”

In July 2010, Aspen and Markel agreed to the terms of the 

merger and executed an “Agreement and Plan of Merger” 

(Merger Agreement). In October 2010, Aspen and Markel 

also executed a “Contingent Value Rights Agreement” 

(CVR Agreement). Pursuant to the Merger Agreement, the 

merger transaction closed later in 2010. Under both the CVR 

Agreement and the Merger Agreement, the parties elected to 

have Delaware law govern.

Under the CVR Agreement, each share of Aspen’s common stock and option was converted into the right to receive, 

among other compensation, certain contingent payments. This 

right had an initial principle value which was to be subjected to adjustment depending on factors set out by the CVR 

Agreement. Markel was periodically required to provide the 

holders of certain CVR rights (CVR Holders) certain information relevant to this changing value. The CVR Agreement designated a representative to act on behalf of the CVR Holders 

(Holder Representative), including granting this representative the authority to enforce any claim against Markel arising under the CVR Agreement. When Markel was required 

to provide any notice under the CVR Agreement to the CVR 
- 697 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

Holders, the agreement specified that such notice be sent to the 

Holder Representative “with a copy (which shall not constitute 

notice)” sent to Willkie.

Yeransian alleges he is the current Holder Representative. In 

September 2016, on behalf of the CVR Holders, Yeransian filed 

suit against Markel in the U.S. District Court for the District 

of Delaware. In the suit, Yeransian alleged that Markel violated 

its obligations under the CVR Agreement and sought payment of the unpaid benefits. Yeransian claimed that there were 

ambiguities in the CVR Agreement and requested Willkie’s 

attorney-client file with Aspen to aid in resolution of the ambiguities. Upon request, however, Willkie refused to provide the 

file, citing attorney-client privilege.

In July 2018, Yeransian initiated the instant action in the 

district court for Douglas County, Nebraska, by filing a complaint against Willkie to acquire its Aspen file. The complaint’s 

claims included the following: (1) Willkie breached its contract 

for representation of Aspen, (2) Willkie breached its fiduciary 

duty to the CVR Holders under the CVR Agreement, and (3) 

restitution should be ordered for costs associated with the 

return of the file. Yeransian alleged that the Nebraska district 

court is a proper venue for these claims because Aspen’s principal place of business was in Omaha, Nebraska; Willkie represented Aspen in 2009 and 2010 during the merger and in connection with the CVR Agreement; Willkie maintained regular 

contact with Aspen officers and employees in Douglas County 

in furtherance of this representation; and a substantial number 

of the CVR Holders continue to reside in Nebraska.

Willkie filed a motion to dismiss for lack of personal jurisdiction or, in the alternative, for failure to state a claim for 

which relief can be granted. Willkie claimed Markel is the 

rightful possessor of this file, because Willkie represented 

Aspen, not its shareholders, and Markel absorbed Aspen in 

the 2010 merger. Willkie asserted Markel acquired all property, rights, privileges, powers, and franchises of Aspen, 

including Willkie’s Aspen file on the merger. Accordingly, 
- 698 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

Willkie argued Yeransian should submit its request for the file 

to Markel.

The district court granted Willkie’s motion and dismissed 

Yeransian’s claims. First, the court found Yeransian’s complaint failed to allege Willkie had the requisite minimum contacts with the State of Nebraska and that, as such, the court 

did not have personal jurisdiction over Willkie. The court disagreed that Willkie’s representation of Aspen could be used as 

a basis for personal jurisdiction, explaining that any contacts 

which may have arisen in 2009 and 2010 have long ceased 

before any cause of action arose based on Willkie’s declining 

to provide Yeransian the file. Additionally, the court held that 

those potential contacts with the State existed between Willkie 

and Aspen as a corporate entity and not Aspen’s individual 

shareholders. Even if there was personal jurisdiction, the court 

found Yeransian’s complaint also failed to state a claim upon 

which relief could be granted because Willkie’s client was 

Aspen and not Aspen’s shareholders, which meant Markel, as 

the surviving entity, was the rightful owner of the file.

ASSIGNMENTS OF ERROR

Yeransian assigns, restated, that the district court erred in (1) 

finding the court lacked personal jurisdiction over Willkie, (2) 

denying an initial discovery request on the issue of personal 

jurisdiction, (3) implying that Yeransian lacked standing, and 

(4) finding Yeransian failed to state a claim upon which relief 

can be granted.

STANDARD OF REVIEW

[1,2] A district court’s grant of a motion to dismiss on the 

pleadings is reviewed de novo, accepting the allegations in 

the complaint as true and drawing all reasonable inferences 

in favor of the nonmoving party. 1 Similarly, an appellate 

court examines the question of whether the nonmoving party 

1 Patterson v. Metropolitan Util. Dist., 302 Neb. 442, 923 N.W.2d 717 

(2019).
- 699 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

has established a prima facie case of personal jurisdiction 

de novo. 2

[3,4] Generally, the control of discovery is a matter for 

judicial discretion, and decisions regarding discovery will be 

upheld on appeal in the absence of an abuse of discretion. 3

An abuse of discretion occurs when a trial court’s decision is 

based upon reasons that are untenable or unreasonable or if 

its action is clearly against justice or conscience, reason, and 

evidence. 4

ANALYSIS

Personal Jurisdiction

[5,6] Personal jurisdiction is the power of a tribunal to subject and bind a particular entity to its decisions. 5 Before a court 

can exercise personal jurisdiction over a nonresident defendant, 

the court must determine, first, whether the long-arm statute is 

satisfied and, second, whether minimum contacts exist between 

the defendant and the forum state for personal jurisdiction over 

the defendant without offending due process. 6

[7-9] Nebraska’s long-arm statute extends Nebraska’s jurisdiction over nonresidents having any contact with or maintaining any relation to this state as far as the U.S. Constitution 

permits. 7 It was the intention of the Legislature to provide for 

the broadest allowable jurisdiction over nonresidents under 

Nebraska’s long-arm statute. 8 When, as here, a state construes 

its long-arm statute to confer jurisdiction to the fullest extent 

constitutionally permitted, the inquiry collapses into the single 

2 Nimmer v. Giga Entertainment Media, 298 Neb. 630, 905 N.W.2d 523 

(2018).

3 Lombardo v. Sedlacek, 299 Neb. 400, 908 N.W.2d 630 (2018).

4 Id.

5 Nimmer, supra note 2.

6 Id.

7 Neb. Rev. Stat. § 25-536 (Reissue 2016).

8 VKGS v. Planet Bingo, 285 Neb. 599, 828 N.W.2d 168 (2013).
- 700 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

question of whether jurisdiction comports with due process. 9

Therefore, the issue is whether Willkie had sufficient minimum 

contacts with Nebraska so that the exercise of personal jurisdiction would not offend the traditional notions of fair play and 

substantial justice. 10

[10,11] To constitute sufficient minimum contacts, a defendant’s conduct and connection with the forum state must be 

such that he or she should reasonably anticipate being haled 

into court there. 11 In analyzing personal jurisdiction, we consider the quality and type of the defendant’s activities and 

determine whether the nonresident defendant’s actions create 

substantial connections with the forum state, resulting in the 

defendant’s purposeful availment of the forum state’s benefits 

and protections. 12

[12-14] A court exercises two types of personal jurisdiction depending upon the facts and circumstances of the case: 

general personal jurisdiction or specific personal jurisdiction. 13 General personal jurisdiction arises where a defendant’s 

affiliations with a state are so continuous and systematic 

as to render the defendant essentially at home in the forum 

state. 14 Specific personal jurisdiction, in turn, requires that a 

claim arise out of or relate to the defendant’s contacts with 

the forum. 15

Yeransian’s arguments are solely based upon Willkie’s presence within Nebraska during the Aspen and Markel merger. It 

is undisputed that Willkie’s principal place of business is in 

New York and that it does not have a Nebraska office. Further, 

9 See id.

10 See Hand Cut Steaks Acquisitions v. Lone Star Steakhouse, 298 Neb. 705, 

905 N.W.2d 644 (2018).

11 Id.

12 See Nimmer, supra note 2.

13 Id.

14 See Hand Cut Steaks Acquisitions, supra note 10.

15 See id.
- 701 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

there are no allegations that Willkie has had a Nebraska presence outside of its work surrounding the merger. Accordingly, 

there is an insufficient basis to establish general personal jurisdiction and the issue before us is whether the district court had 

specific personal jurisdiction over Willkie.

[15-18] A defendant need not be at home in the forum state 

to be subject to specific personal jurisdiction, but, rather, there 

must be an affiliation between the forum and the underlying controversy. 16 Specific personal jurisdiction is confined to 

adjudication of issues deriving from, or connected with, the 

very controversy that establishes jurisdiction. 17 This inquiry 

is determined at the time a suit is commenced, and minimum 

contacts must exist either at the time the cause of action arose, 

at the time the suit was filed, or within a reasonable period 

of time immediately prior to the filing of the lawsuit. 18 Thus, 

there must be a substantial connection between the defendant’s 

contacts and the operative facts of the litigation. 19

Yeransian alleges Willkie created a substantial connection 

with Nebraska in the current subject matter through its work 

surrounding the 2010 merger and its drafting of the CVR 

Agreement. Yeransian’s argument centers on the allegation 

that by drafting the CVR Agreement, Willkie entered into a 

contractual relationship that envisioned continuing contacts 

in Nebraska due to Aspen’s previous presence and the CVR 

Holders’ continued residency in the forum state.

[19-21] However, the CVR Agreement does not supply the 

contacts necessary to establish a continuing substantial connection. While contractual agreements may be relevant to 

consideration of minimum contacts that support jurisdiction, 

the existence of a contract with a party in a forum state does 

not, in and of itself, provide the necessary contacts for personal 

16 Id.

17 Id.

18 See Nimmer, supra note 2.

19 Hand Cut Steaks Acquisitions, supra note 10.
- 702 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

jurisdiction. 20 To determine whether a defendant’s contract supplies the contacts necessary for personal jurisdiction in a forum 

state, a court is to consider the parties’ prior negotiations and 

future contemplated consequences, along with the terms of the 

contract and the parties’ actual course of dealing. 21 A court 

looks to whether the contracting party has created continuing 

relationships and obligations with citizens of another state. 22

We begin by noting that Willkie was not a party to the CVR 

Agreement. Willkie participated in the process as a representative of Aspen. Willkie has no continuing obligations under 

the terms of the CVR Agreement. Any continuing relationship 

from the agreement would have extended to Aspen, which 

ceased to be an entity due to its merger with Markel in 2010.

Additionally, Willkie has no obligations to the CVR Holders 

extending from Willkie’s agreement to represent Aspen in the 

merger process. Willkie’s representation was limited to Aspen 

as the corporate entity and explicitly did not extend to Aspen’s 

shareholders. This representation is detailed in the engagement letter, signed by an Aspen representative, stating that 

Willkie’s client would be “Aspen Holdings, Inc.,” and stipulating that “[t]his engagement does not create an attorneyclient relationship with any related persons or entities, such as 

. . . shareholders . . . .”

Contrary to the clear language of the engagement letter, 

Yeransian alleges that Willkie represented Aspen’s shareholders during the merger and has continued to represent them as 

the CVR Holders. To support this claim, Yeransian points to 

the provision of the CVR Agreement which directs Markel to 

send any required notices to the Holder Representative “with a 

20 See, RFD-TV v. WildOpenWest Finance, 288 Neb. 318, 849 N.W.2d 107 

(2014); Kugler Co. v. Growth Products Ltd., 265 Neb. 505, 658 N.W.2d 40 

(2003).

21 Hand Cut Steaks Acquisitions, supra note 10; Nimmer, supra note 2.

22 See Kugler Co., supra note 20. See, also, Walden v. Fiore, 571 U.S. 277, 

134 S. Ct. 1115, 188 L. Ed. 2d 12 (2014).
- 703 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

copy (which shall not constitute notice)” sent to Willkie. Citing 

this provision, Luke Yeransian, a former founder and chief 

executive officer of Aspen, stated in an affidavit that it was his 

understanding that “Willkie Farr remained as counsel for the 

[CVR] Holders following the conclusion of the merger.”

The CVR Agreement’s notice provision instructing Markel 

to send a copy of notices under the agreement to Willkie 

is insufficient to indicate Willkie had any sort of attorneyclient relationship with Aspen’s previous shareholders or that 

its representation of Aspen would continue until the expiration of the CVR Agreement. The notice provision does not 

label Willkie as the CVR Holders’ representative nor does it 

indicate that such copy is due to an existing or impending 

attorney-client relationship with the CVR Holders. While the 

notice provision directed that a copy of notices sent to the 

Holder Representative also be sent to Willkie, it specified 

that such copy would not constitute notice. The mere proximity of the requirement of notice to the Holder Representative 

and Willkie does not, without more, establish an attorneyclient relationship to the CVR Holders or evidence an existing one.

Similarly, citing only the notice provision, Luke Yeransian 

contended that the provision created an attorney-client relationship with the CVR Holders. However, no evidence was 

offered that either party acted upon this alleged relationship 

such as the CVR Holders’ paying Willkie any fees or retainers 

for services, communications about the alleged representation 

between Willkie and any CVR Holders, or correspondence 

from any CVR Holder to Willkie about initiating the pending 

suit against Markel. Yeransian makes no allegations outlining 

Willkie’s authority to act on the CVR Holders’ behalf or the 

parameters of any sort of advisory role Willkie might have had 

with the CVR Holders. While Yeransian asks for discovery to 

obtain Willkie’s documents concerning Willkie’s representation of Aspen, the motion did not seek to uncover evidence of 

an agreement between Willkie and the CVR Holders. Instead, 
- 704 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

the discovery only sought evidence of Willkie’s exposure to 

Nebraska during its representation of Aspen. Even if Yeransian 

was seeking discovery to uncover evidence of the alleged representation arrangement between Willkie and the CVR Holders, it 

is unclear why the Holder Representative and the CVR Holders 

would not have additional evidence beyond the notice provision 

of the CVR Agreement of such an arrangement. Accordingly, 

Luke Yeransian’s reading of the CVR Agreement’s notice provision is also insufficient to establish Willkie had an attorneyclient relationship with the CVR Holders.

As explained, Willkie was not a party to the CVR Agreement 

or the merger. The notice provision of the CVR Agreement was 

insufficient to demonstrate or create an attorney-client relationship between Willkie and the CVR Holders. Willkie’s engagement letter, signed by a representative of Aspen, explained 

Willkie and Aspen’s attorney-client relationship and specified 

that Willkie represented Aspen as a corporate entity and did 

not represent Aspen’s shareholders. Willkie’s relationship with 

Nebraska was through its representation of Aspen, which did 

have a presence in Nebraska but which is no longer an entity. 

Now, neither Willkie nor Aspen have any continuing obligations under the CVR Agreement. Instead, the CVR Agreement 

requires Markel to pay the CVR Holders according to existing valuations of certain Markel activities. As the district 

court correctly found, Willkie’s representation of Aspen in 

the 2010 merger did not extend to the CVR Holders and is 

insufficient to establish a continuing substantial connection 

between Willkie and Nebraska under the operative facts of the 

current litigation.

Yeransian also takes issue with the lower court’s consideration of the time difference between Willkie’s representation 

of Aspen during the 2010 merger and Yeransian’s seeking 

the attorney-client file in 2016, asserting the court created an 

“expiration date [for] specific jurisdiction analysis.” 23

23 Brief for appellant at 14.
- 705 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

Yeransian misconstrues the court’s analysis. Instead of applying an expiration date, the court was addressing Yeransian’s 

argument that the CVR Agreement created a substantial connection between Willkie and Nebraska under the operative 

facts of the litigation. The court correctly considered that 

Willkie did not represent the shareholders. The court also correctly considered that even though Willkie represented Aspen 

in the 2010 merger that produced the CVR Agreement, that 

any relationship this representation may have had on the CVR 

Holders’ rights under the agreement was too attenuated from 

Willkie due to a lack of privity of contract and the length of 

time since Willkie’s participation.

Further, despite Willkie’s having no attorney-client relationship with the CVR Holders and no continuing obligations 

under the CVR Agreement, Yeransian claims Willkie has a 

continuing substantial connection with Nebraska because the 

CVR Holders are the current, rightful owners of Willkie’s 

attorney-client file as the previous shareholders to Aspen and 

they continue to reside within the state.

This argument incorrectly presumes the CVR Holders are 

the current, rightful owners of the 2010 merger file. Aspen was 

incorporated under the laws of Delaware, and in the merger 

documents, the parties elected to have Delaware law apply. 

Under Delaware “General Corporation Law,” upon consummation of a merger, “all property, rights, privileges, powers, 

and franchises, and all and every other interest shall be thereafter as effectually the property of the surviving or resulting 

corporation.” 24 “[A]ll . . . privileges” necessarily encompasses 

an attorney-client privilege and “all property” necessarily 

encompasses documentation of all premerger communications 

pursuant to an attorney-client privilege, including those communications relating to the negotiation of the merger itself. 25

24 Del. Code tit. 8, § 259 (2020).

25 See Great Hill Equity v. SIG Growth Equity Fund, 80 A.3d 155 (Del. Ch. 

2013).
- 706 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

As such, Markel, as the surviving corporation, is the current, 

rightful owner of Willkie’s attorney-client file on Aspen’s 

2010 merger. Yeransian’s argument that Willkie has a continuing presence in Nebraska because the CVR Holders reside 

in Nebraska and are the current, rightful owners of Willkie’s 

attorney-client file with Aspen is, therefore, without merit.

In consideration of all of the above, Yeransian failed to 

establish a continuing substantial connection under the operative facts of the litigation to establish Willkie has sufficient 

minimum contacts with Nebraska for the exercise of specific 

personal jurisdiction.

Jurisdictional Discovery

Yeransian also assigns the district court erred in denying 

his motion regarding jurisdictional discovery. He argues that 

if discovery had been granted, he could have obtained further 

evidence of Willkie’s representation of Aspen and Willkie’s 

presence in Nebraska through that representation.

Yeransian does not contend that such discovery would produce evidence of an agreement for representation between 

Willkie and the CVR Holders or evidence of additional continuing obligations to show Willkie had a continuing substantial presence in Nebraska. Even if Yeransian did seek evidence 

of an alleged arrangement where Willkie also represented the 

CVR Holders, he fails to allege why the CVR Holders would 

not already have such evidence. Instead, the evidence Yeransian 

sought concerned only Willkie’s representation of Aspen at the 

time of the merger, which representation and its presence in 

Nebraska is uncontested by Willkie. Accordingly, the district 

court did not abuse its discretion in denying Yeransian’s motion 

to conduct discovery in order to prove these unchallenged 

allegations. 26

26 See, Lombardo, supra note 3; Williams v. Gould, Inc., 232 Neb. 862, 443 

N.W.2d 577 (1989).
- 707 -

Nebraska Supreme Court Advance Sheets

305 Nebraska Reports

YERANSIAN v. WILLKIE FARR

Cite as 305 Neb. 693

CONCLUSION

The district court did not err in denying Yeransian’s motion 

for discovery and granting Willkie’s motion to dismiss 

Yeransian’s complaint for lack of personal jurisdiction. Because 

the district court correctly determined it lacked jurisdiction, we 

need not address Yeransian’s remaining assignments.

Affirmed.

Miller-Lerman, J., not participating.